 |
 |
 |
 |
 |
 |
 |
 |
 |
 |
 |
 |
 |
New York Connect & referral company This Agreement (the "Agreement") is effective as of date, by and between New York Connect ("New York Connect") having its place of business at 317 Madison Avenue, Suite 907, New York, NY 10017 and referral company ("Referral Partner") having its place of business at address and, collectively referred to as the "Parties", and is the basis for a business referral relationship between the Parties. New York Connect proposes to work with the Referral Partner in the following ways: 1. Prospective Client/Project Referral At the discretion of the Referral Partner, prospective clients for the services offered by New York Connect will be referred to New York Connect, in writing, to the attention of the primary New York Connect contact. Once a referral has been submitted to New York Connect, it is New York Connect's responsibility to follow on the referral to secure business from the prospective client. If New York Connect is already in discussions with the prospective client regarding services, then this referral is not valuable to New York Connect and will not generate any commissions or compensation for the Referral Partner. New York Connect will notify Referral Partner in writing if it already has made contact with the prospective client, which will invalidate the referral. If additional assistance from the Referral Partner is required to facilitate a transaction, New York Connect will request any reasonable assistance from the Referral Partner; the Referral Partner is under no obligation to provide additional assistance. Each referral is considered active for 90 days from the date the written referral is received by New York Connect. If New York Connect cannot close business with the prospective client within the 90-day period, the referral is considered inactive and any subsequent business closed by New York Connect with the prospective client is not covered by this agreement. 2. Compensation In such cases where new business is secured from a prospective client by way of a reference from the Referral Partner, New York Connect will compensate the Referral Partner at 5% of the initial engagement revenue. Total commission payments will be calculated on revenues collected by New York Connect. New York Connect will pay commissions on a quarterly basis, within one month following the end of the quarter in which services were rendered. Payments will be made on actual amounts collected, with no advances against account receivables. In instances where New York Connect refunds payments to a client, for any reason and at the discretion of New York Connect, and payments were calculated into a commission payment, New York Connect, upon notifying the Referral Partner, shall adjust the subsequent commission payment to reflect the refunded amounts. If there are no subsequent commission payments to be made, the Referral Partner will promptly refund the commission related to the refund. 3. Non-exclusivity New York Connect is under no obligation to limit its referral partnerships and may contract with multiple providers of the same products and/or services as the Referral Partner. The Referral Partner is under no obligation to limit its partnerships to New York Connect alone. Neither of the Parties is required to reference this Agreement with any client or prospective client. Each of the Parties will continue to act as an independent entity responsible for its own actions, contracts, contacts and engagements. 4. Indemnification The Referral Partner agrees to indemnify and hold New York Connect harmless from any and all losses, costs, and damages or expenses, including reasonable attorneys' fees, which New York Connect may at any time during or after the term hereof suffer, incur or be required to pay by reason of any breach by the Referral Partner of any representation, warranty or covenant made of the Referral Partner herein. 5. Non-Disclosure Both parties agree not to disclose the other's Confidential Information. "Confidential Information" as used herein, shall mean any information and/or documents disclosed to a party hereto (whether transmitted orally, in writing, or through any electronic medium) which relate to business, business activities, client data and proprietary information. Confidential Information may include, but not be limited to, (i) trade secrets and work product, (ii) information relating to business plans, sales, pricing, financial data, or marketing plans or methods, (iii) software, applications, and systems, including source code, object code and documentation and commentary related thereto, (iv) information relating to clients. 6. Expenses Each of the Parties shall bear its own expenses in connection with the performance of this Agreement, and each party shall bear all costs, risks and liabilities incurred by it arising out of its performance of this Agreement. 7. Term The term of this Agreement will be for one (1) year from the date above and will be renewed at the end of each year by mutual agreement. This Agreement may be terminated upon written notice by either party at any time. Termination shall not affect Parties rights to receive compensation with respect to leads provided, projects commenced prior to such termination. 8. Force Majeure Neither of the Parties shall be held in default due to any failure to perform under this Agreement if the failure arises from causes beyond either party's control. The failure to perform must be beyond the control and without the fault of negligence of the Party and must be resulting from acts of God or of public enemy, acts of Government in its sovereign capacity, fire, flood, strikes, or unusually severe weather. 9. Assignment This Agreement may not be assigned or otherwise transferred by either Party without the prior written consent of the other party.
|
|||||||||||||||||||
